1. The parties

This document “CWV Terms & Agreements”, hereafter referred to as the “Agreement”, applies to all services offered by Connect With VOIP Limited, including but not limited to the Connect With VOIP family of products, services, related apps and websites :- DIDNumberProvider.com, (hereafter referred to the “Service”) which are operated by Connect With VOIP Limited , Connect With Voip Ltd. Flat A, 15/F, Hillier Commercial Bldg 65-67 Bonham strand East, Sheung Wan Hong Kong hereafter referred to as “CWV”.

This Agreement is between CWV and the person or party identified in the associated Registration Form//Signup form. In the case of a company application, this is the person signing on the company’s behalf and who by registering acknowledges having power of representation for that company. This person is hereafter referred to as the “Customer”.

By Signing up on portal , Customer agrees to purchase the Services and/or Software pursuant to the terms and conditions set out in this Agreement and the supplemental terms attached hereto:

I. CWV Service Appendix II. Privacy Notice

2. Preliminary Terms

2.1. Electronic Signatures and Agreement(s): The Customer hereby agrees to the use of electronic communication in order to enter into contracts, place orders and other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through website. Furthermore, the Customer hereby waives any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law.

2.2. No Emergency Calls: by entering into this Agreement the Customer acknowledges and agrees that unless specifically agreed to in writing by CWV, the CWV infrastructure does not and does not intend to support or carry emergency calls.

2.3. No Callback Calls: by entering into this Agreement the Customer acknowledges and agrees that the DID numbers provided by CWV cannot be used for callback applications.

2.4. Jurisdiction Restrictions: if the Customer is residing in a jurisdiction where it is forbidden by law to offer or use internet telephony, the Customer may not enter into this Agreement. By entering into this Agreement, the Customer explicitly states that he has verified in his own jurisdiction if the use of internet telephony is allowed. The Customer shall be solely responsible, bear all costs (including reasonable lawyer’s costs) and will hold CWV harmless, if he breaches the Jurisdiction restrictions.

2.5. Subject to applicable laws, rules, regulations, orders and decrees in certain jurisdictions, the Customer may be required to submit necessary documents according to the specifications for provisioning of local numbers as requested on the service order.

2.6. Pursuant to the applicable anti-money laundering and terrorism-related laws in various countries, Customer may be required to pass a verification process by CWV, which may include a request of several forms of identification confirmations.

2.7. CWV may at its sole discretion refuse a Customer application or order:

2.7.1. If the information provided is incomplete.

2.7.2. If CWV has reason to doubt the accuracy of the information, or it is not supported by the required identification or, in the case of company applications, the required authorization.

2.7.3. If the Customer is known to have committed fraud, or is bankrupt, or has given any reason to doubt his ability to meet their commitments under this Agreement.

3. Services

3.1. CWV agrees to provide the Customer, and Customer agrees to purchase services from CWV under the terms and conditions set forth in this agreement.

3.2. This Agreement shall apply to all services provided by CWV. Services may have additional terms and restrictions as specified in the relevant service appendices.

3.3. Customer acknowledges that the allocation of Numbers as part of the Service does not constitute a transfer of property or sale of numbering rights by CWV, and only constitutes a sale of right to use the Numbers exclusively as long as the Service is provided. As a result, Customer is not entitled to claim any such rights to the Numbers which will be reassigned to CWV immediately at the termination of the Service.

3.4. A Service Term is one or more full months, according to the service order, beginning on date that Service is activated, and is renewed automatically until cancelled.

4. Acceptable Use of Service

4.1. Customer agrees to use the Services, Software and Websites only for purposes permitted by this Agreement as well as any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions.

4.2. Customer shall not use the Service or authorize the Service to be used directly or indirectly, to transmit Inappropriate Content. Inappropriate Content includes but is not limited to unsolicited material, spam, obscene and sexually explicit material and content that violates Applicable Law, or constitutes hate directed at an individual or a group based on race, sex, national origin, religious affiliation, sexual orientation or language of such individual or group.

4.3. The Customer is prohibited from using the Service for callback calls, auto-dialing, continuous or extensive call forwarding, telemarketing (including, without limitation, charitable or political solicitation or polling, unsolicited or unauthorized advertising or spam), fax or voicemail broadcasting or fax or voicemail blasting purposes.

4.4. Customer agrees to indemnify CWV against any cost and/or damage and/or expense and/or claim and/or demand, including any made by a third party, arising out of the Customer’s or End User’s use of the service in violation of the Acceptable Use of Services, and all costs relating thereto, all of which will immediately be due and payable.

5. Responsibilities and Obligations

5.1. CWV

5.1.1. CWV will make all reasonable efforts to maintain equipment suitable for handling and terminating calls.

5.1.2. CWV shall notify the Customer as soon as reasonably practical, of any changes in rates payable, or modification to the service offered.

5.1.3. CWV shall provide the Customer with reasonable technical and sales support, which CWV in its sole discretion shall consider necessary and appropriate.

5.1.4. CWV may from time to time make changes to equipment used to handle calls and provide the service. Such changes are at the sole discretion of CWV and may be made without prior consent from the Customer.

5.2. CUSTOMER

5.2.1. Customer shall pay for the Services in accordance with the provisions set forth herein in Section 8.

5.2.2. The Customer shall ensure that it has all necessary approvals, permissions or authorizations for the services operated through CWV including those offered to its End Users. The Customer shall be responsible for the content, quality and delivery of services offered to its End Users, and for ensuring that these services comply with the local laws and this Agreement.

5.2.3. The Customer shall provide CWV on request with information or material regarding the service operated through CWV, including those offered to its End Users or agents upon and to the extent of any request made by CWV.

5.2.4. The Customer shall ensure that Services, Software and Websites are not used for any unlawful purpose whatsoever including the transmission or offering of any information or services which are unlawful, abusive, harmful, threatening, defamatory, or which in any way infringe privacy, copyright, intellectual property rights, trademarks, or which is pornographic, or any other material that may cause offence in any way.

5.2.5. CWV may recover from the Customer, who will hold CWV harmless, all fines, claims or administrative expenses resulting charged by any other regulatory body, resulting from a breach of the law or this agreement.

5.2.6. The Customer specifically agrees to indemnify CWV  against all costs and liabilities arising out of all claims which result from a breach, or an allegation of any breach of any of Customers’ obligations set forth in this clause ‎5.2

5.2.7. The Customer shall co-operate with CWV in relation to any complaints, enquiries or investigations regarding services offered by the Customer. The Customer shall, at the discretion of CWV, without limitation bear in full any costs associated with such complaints, investigations, or enquiries or any action whether brought by CWV  or brought against CWV.

5.2.8. The Customer shall ensure that any third party using its facilities shall be bound by the terms of this Agreement.

5.2.9. The Customer is responsible for ensuring that no third-party intellectual property right is infringed by its choice of a number for a particular service and will hold CWV harmless against all costs and liabilities arising out of a breach or allegation of a breach of any such third party’s intellectual property rights.

5.2.10. All notices, requests or other communications shall be in writing and addressed to the Customer by email. The Customer bears all responsibility concerning the reception of the CWV mails, he agrees to keep his email address updated at all time, and he will inform CWV of any modification of his email address within 24 hours of the moment of modification.

6. Assignment

6.1. The Customer shall not assign the rights and obligations of this Agreement to any other party without the express permission in writing of CWV.

6.2. CWV may assign the rights and obligation of this Agreement to a third party without the prior consent of the Customer.

7. Provision of Services and Warranties

7.1. CWV will take steps to ensure its network and services are reasonably fault free, and that service is reasonably uninterrupted. However, CWV cannot provide a fault free service. CWV gives no warranty that its network or services shall be continuous or will be free from faults.

7.2. CWV gives no warranty or guarantee that the service is satisfactory or suitable for the Customer’s purposes. All warranties relating to the service from CWV are excluded, even if implied by statute.

7.3. The parties acknowledge that no representations, warranties or statements made prior to concluding this Agreement form any part of a contract, nor has induced either party into this Agreement.

7.4. The Customer acknowledges that:

7.4.1. The service provided by CWV was not designed for the Customer’s individual requirements, and it is up to the Customer to decide if the service provided by CWV is of satisfactory quality and fit for the purpose for which it is used.

7.4.2. CWV is reliant on third parties for delivery of services, and therefore CWV can have no liability of whatever nature for any delay or fault to the delivery of same.

7.4.3. The Customer is aware that due to the nature of per usage costs of outbound termination services, there are risks associated with their use in combination with the Service, including but not limited to the financial risk of excessive unintended traffic. Customer accepts these risks and agrees that CWV is not responsible for any losses or damages incurred by Customers’ use of the service, including charges by Customer’s Third Party services providers that were configured to be used with the service.

7.4.4. This Service comprises of routing by CWV of voice traffic that originates from Customer to the Destination Number by means of a local routing point.

7.4.5. Local Outbound Termination rate quotes are per minute. An initial billing interval and subsequent billing intervals apply, and a call setup fee may apply, as listed in the Termination Rate sheet applicable to Customer in customer account or as special rate.

7.4.6. Charges for traffic apply as they are incurred.

7.4.7. CWV may change Local Outbound Termination//Inbound rates with 7 (seven) days prior notice.

7.4.8. CWV provides Local Outbound Termination with default 2 Channels. Customer may however request to choose to limit the amount of concurrent calls for the entire account or specific Trunks by means of the web portal//email. Customer is responsible for management of Capacity so as to support its specific requirements.

7.4.9. Customer acknowledges that CWV transmits the CLI in compliance with the applicable international rules and standards from the point of entry to the point of exit of its network. By selecting a CLI format other than the default E.164 format, Customer explicitly agrees to be fully responsible for any consequences resulting from the altered presentation. Customer also agrees that CWV may at its sole discretion and without notice in advance modify the CLI format in the event that an NRA requests CWV to do so.

 

8. Rates, Prices and Payment

8.1. All prices are stated on the applicable price list updated from time to time and posted on Customer’s private account on the website. Customer is eligible to benefit from CWV’s wholesale pricing of the applicable tier to the extent that Customer agrees to subscribe to a Minimum Monthly Commitment (“MMC”) of that pricing tier and to terms and conditions as described in the applicable MMC Appendix.

8.1.1. Certain services may be provided under customized monthly pricing plans (“Pricing Plan”), based on capacity. Pricing plans can be chosen by selecting and confirming respective options available on the Website.

8.2. Service charges:

8.2.1. Recurring Fees are charged in advance based on the amount of full months in the order term, beginning from the date of Service activation.

8.2.2. Fees based on usage, such as voice termination minutes, Pay as You Go PSTN forwarding, Toll Free origination minutes, Metered Capacity minutes, and SMS are charged upon completion.

8.2.3. Customer is responsible for the full monthly payment.

8.3. CWV reserves the right to modify prices for Services during the period of this Agreement.

8.3.1. CWV may decrease prices for Services without any restrictions.

8.3.2. CWV may increase prices:

8.3.2.1. For Services based on a variable charge, changes are effective immediately and are updated in the pricelist associated with Customers’ account on the CWV website.

8.3.2.2. For all other Services upon written notice to Customer who will have 5 (five) days to reject the said price increase.

8.3.2.2.1. If Customer does not reject a price increase within this period Customer will be deemed to be agreed to and accepted by Customer.

8.3.2.2.2. In case Customer rejects a price increase CWV has the right to terminate the Service in accordance with clause ‎15.4 or to continue to provide the Service at the original price.

8.3.3. The relevant Service Order Form shall be deemed amended in accordance with a notice of price amendment.

8.4. CWV shall charge and Customer shall pay for the Services in accordance with the provisions set forth herein.

8.4.1. Customer shall transfer funds in U.S. Dollars/Euros into its CWV prepaid account to maintain a credit balance.

8.4.2. Payment may be made via credit card, PayPal or by wire transfer to CWV’s designated bank account. The following terms apply:

8.4.2.1. CWV accepts payments in U.S. Dollars//Euros. A payment in any other currency will be converted by CWV to U.S. Dollars without notice to the customer. Foreign exchange rates vary and are determined by financial institutions.

8.4.2.2. While paying by wire transfer or PayPal all transaction charges are to be borne by customer. CWV will recognize only net amounts received. It is customer’s responsibility to determine what, if any charges are being applied to the payment.

8.4.2.3. A minimum of 300 U.S. Dollars applies to wire transfers.

8.4.2.4. By ordering any Service with CWV, Customer explicitly allows CWV to directly debit its prepaid balance and in case there is insufficient credit in the account, to charge Customer’s Payment method that CWV has on file, to settle any invoices.

8.4.3. If Customer’s prepaid balance is insufficient Services may be automatically suspended until further credit is applied. To avoid suspension of Services, Customer is advised to regularly check the status of its account and have a valid payment method updated on its CWV or have a Auto  billing agreement created in  account at all times.

8.4.4. Customer shall not be entitled to a reimbursement of prepaid balance.

8.5. CWV’s  records shall constitute prima facie evidence of the data contained in such records and shall prevail, absent manifest error, over Customer’s records. The Customer’s call minutes shall be calculated according to CDR and Pricelist data logged by CWV in Customer’s account.

8.6. CWV shall provide Customer with invoices and detailed reports regarding the Services and payments debited from its prepaid balance. CWV should be notified of all billing disputes via email to its designated email address  within 3 days

8.7. Unless otherwise stated, all amounts payable to CWV under this Agreement are exclusive of any tax, except for taxes based on the net income of CWV. If under the applicable law the Customer must deduct any taxes from CWV receivables, the payment amount will automatically be increased to the extent that CWV final amount received is equal to the amount invoiced or otherwise due. Customer will provide CWV with the official statement by the tax authorities due to the obligation to pay any such taxes. The Customer shall also pay such taxes or provide CWV with the official statement by the tax authorities due to exemption from such taxes.

8.8. In the event that any sums due to CWV under this Agreement are not paid by the due date then CWV shall be entitled to charge interest at 8% over the annual base rate used by the Hong Kong Central bank for her main refinancing operations, at that time.

8.9. In case the Customer does not fulfill his payment obligation under this Agreement after the date of a final notice, parties agree that CWV will be entitled to the application of the article 15.4 of this Agreement.

9. Technical Support

9.1. CWV may without liability, prior warning or consent of the Customer, suspend the service, in the event that it wishes to carry out maintenance, upgrade works, or back-ups. CWV will take steps to keep any consequent disruption to the service to a reasonable minimum.

9.2. In the event that the Customer becomes aware of any faults with the service, it shall notify CWV as soon as is practicably possible.

10. Intellectual Property Rights

10.1. All Intellectual Property Rights owned by one party shall remain vested in such party, and for clarity, and avoidance of doubt.

10.1.1. All rights of any nature, trade name, documents, drawings and information including any access codes provided to the Customer, and information in CWV’s database accessed by the End Users and the Customer remain vested in CWV.

10.1.2. Information provided to the Customer by CWV  pursuant to this Agreement, pertaining to the Customer’s End Users is the property of the Customer.

10.2. The CWV trademarks, logos and service marks (“Marks”) displayed on this Website are the property of CWV. The Customer shall not use CWV’s’s name, trademarks, or copyrights in any way that implies any approval or connection with the services or products offered by the Customer without prior written consent of CWV. All other trademarks, trade names, or company names referenced herein are the property of their respective owners.

10.3. Any right to use the services, and/or any software related to the services, granted by CWV to Customer will only be perceived as a personal, limited, non-exclusive and non-transferable license of use by CWV of the services, and/or any software related to the services, for the designated purpose only.

10.4. Customer agrees that CWV may use Customer’s name and logo in presentations, marketing materials, customer lists, financial reports and Web site listings of customers. Customer also gives permission to CWV to distribute materials referenced above, in electronic or hardcopy form, in whole or part, without fees or additional permissions, in internal and external press and marketing activities such as, but not limited to, presentations, proposals, papers and on the web.

11. Confidentiality

11.1. During and after the period while this Agreement remains in force, both parties shall not disclose to any third party the information gained in connection with this Agreement, nor the terms and payments due, but each parties may disclose to its officers and employees such information as may be required for them to fulfill their proper performance of their duties, and may be used in the proper exercise of its rights and obligations under this Agreement.

11.2. The obligations of confidence and restrictions on disclosure shall not apply in the following circumstances:

11.2.1. Where such information was already known prior to this Agreement.

11.2.2. Where such information was already in the public domain, save as a result of a breach of Clause ‎11.1.

11.2.3. Where a third party, who did obtain the same from the disclosing party, disclosed such information to it lawfully; or

11.2.4. Where disclosure is required by law.

11.3. The Customer shall ensure that the confidentiality provisions of this Agreement bind all its employees and agents and shall indemnify CWV against loss or damage suffered as a result of a breach of confidence by employees or agents.

11.4. CWV shall have the unconditional and irrevocable right to disclose the identity and address of the Customer and any End User in the event of any complaint received from any regulatory or governmental body, or any licensed telecommunications carrier, in connection with services offered by the Customer.

12. Limitation of Liability

12.1. CWV shall not be liable for any indirect, incidental, special or consequential damages or for interrupted communications, lost data, or loss of profit, or economic loss arising out of or in connection with this Agreement and in particular shall not be liable for any delay in rectification of any such problem.

12.2. Direct damages. CWV can only be held liable for direct damages resulting from an attributable and faulty failure to perform its obligations under these Terms of Service. Direct damages in this respect exclusively mean:

12.2.1. All reasonable costs incurred by the Customer in order to have CWV perform its obligations under the Terms of Service.

12.2.2. All reasonable costs incurred by the Customer in order to prevent or limit any direct damages as meant in this article.

12.2.3. All reasonable costs incurred by the Customer in order to establish the nature and scope of the direct damages as meant in this article.

12.3. Maximum amount. Direct damages caused as a result of CWV breaches of this Agreement shall in any event be limited to the lower of: 1,000 U.S. Dollars; and, the amount invoiced to the customer and received by CWV for the month prior to, for any one event or series of events.

12.4. CWV shall have no liability to the Customer in respect of any demand or claim where:

12.4.1. The demand or claim arises as a result of the Customer’s and/or End-User’s negligence, misconduct or breach of this Agreement.

12.4.2. If the Customer does not immediately notify CWV of any claim.

12.4.3. If the Customer does not give CWV full authority to deal with the claim or does not provide all information requested by CWV and complete and proper co-operation for CWV to defend the claim.

13. Force Majeure

13.1. CWV shall not be liable for any interruption, delay or failure in service resulting from any matter or event outside of its control, to include, but not limited to any act of god, inclement weather, storm, flood, drought, lightning, fire, power failure, shortage of power, disturbance to power supplies, disconnection damage or disturbance to telecommunications connections and cables, trade dispute, government action, embargoes, termination of or refusal to grant a license, damage to or loss of equipment or interruption, failure or delay in any service provided to us by any third party including governmental or regulatory authority or telecommunications operator, war, military operations, or riot.

13.2. CWV will not accept any liability for the consequences arising out of a force majeure event.

14. Indemnity

14.1. Without prejudice to any other indemnity referred to in this or any other Agreement, the Customer agrees to indemnify CWV , subsidiaries, affiliates, officers and employees against any claim or demand, including any made by a third party, arising out of the Customer’s or End User’s use of the service and all costs relating thereto. The Customer agrees not to hold CWV and its parent, subsidiaries, affiliates, officers and employees responsible for any direct or indirect damage resulting from the use of CWV software or services, in particular, but not limited to; the use or impossibility to use the Service, confidence in information obtained, errors and omissions, defects, viruses, delay in transmission, interruption of service or loss of data.

14.2. The Customer agrees to indemnify CWV, and its parent, subsidiaries, affiliates, officers and employees against any claim or demand, arising from any act of the Customer or third party including but not limited to:

14.2.1. A breach or allegation of breach of the conditions of this Agreement.

14.2.2. Negligence, misconduct or any allegation of negligence or misconduct by the Customer or by any third party.

14.2.3. The marketing or promotion undertaken by or on behalf of the Customer.

14.2.4. The service content provided or marketed by or on behalf of the Customer, and all costs relating thereto.

15. Term & Termination

15.1. Term. The Agreement will be effective as of the date of the Customer acceptance thereof and will remain effective until terminated by either party as set forth in these Terms of Service.

15.2. Either party shall be entitled to terminate this Agreement by giving to the other not less than two (2) months’ notice of termination.

15.3. Consequences of Termination. Upon termination of the Agreement for any reason all licenses and rights to use the Service shall terminate and the Customer will cease any and all use of the Service.

15.4. CWV may terminate this Agreement with immediate effect by giving notice at any time, if:

15.4.1. The Customer does not comply with the terms of this Agreement.

15.4.2. The Customer intends, or appears to intend, that it will not abide by the terms of this Agreement.

15.4.3. The Customer ceases trading, convenes a meeting of, or comes to an arrangement with its creditors, has distress or other seizure levied over any of its assets or does not satisfy any demand for payment from any legal person.

15.4.4. Any step is taken to wind up or dissolve the Customer, a receiver, and/or manager or administrator appointed over any assets.

15.4.5. CWV believes the Customer has allowed services to be used for any unlawful purpose or any use prohibited by this Agreement.

15.5. CWV reserves the right to immediately terminate or modify any Customer’s Service if CWV determines, in it’s sole and absolute discretion, that the use of the Service generates excessive billing or is in violation of that Customer’s responsibilities and obligations as per Section ‎5.2 of this Agreement. Customer will remain responsible for all charges through the end of the current Service Term, including unbilled charges, plus a disconnection fee, if applicable, all of which will immediately be due and payable.

15.6. Either party may terminate this Agreement if:

15.6.1. Either party has committed a breach of the Agreement, and fails to remedy the breach within 30 days of notice requiring it to do so, and;

15.6.2. Either party takes any steps to wind up or dissolve, or a receiver and/or manager or administrator is appointed over any assets.

15.7. Survival. All provisions which must survive in order to give effect to their meaning shall survive any expiration or termination of the Agreement, including without limitation, all of the Customer’s representations, warranties and indemnification obligations.

16. Miscellaneous

16.1. This Agreement represents the entire understanding between the two parties. No other prior arrangements, representations or understandings, orally or in writing shall have any validity.

16.2. CWV may vary any provision in this Agreement, without prior consent from the Customer, if such change is required because of regulatory, insurance, safety or statutory changes made after services are provided.

16.3. New versions of these Terms and Conditions: CWV reserves the right to modify this Agreement at any time by providing such revised Agreement to the Customer or by publishing the revised Agreement on the website. If the Customer does not wish to accept this revised Agreement, he is entitled to terminate his account, in writing or by e-mail to customer.support@didnumberprovider.com, with effect from the date on which the revised Agreement would become effective. The continued use of the Service by the Customer shall constitute his acceptance to be bound by the Terms and Conditions of the revised Agreement.

16.4. Changes to Services: CWV reserves the right to modify the Service at any time, for example to conform to legal and regulatory obligations. If the Customer does not wish to accept these changes, it is entitled to terminate its account, in writing or by e-mail to customer.support@didnumberprovider.com, with effect from the date on which the change is effective.

16.4.1. CWV strives to maintain any apps and software current and updated. However, CWV reserves the right to cease supporting and developing updates, bug-fixes, etc. for any version of any such app or software. CWV will strive to provide advance notice of the such end of support or development.

16.5. Ownership: All numbers leased and registered to Customer’s account by CWV remain under CWV control and may be reassigned at the termination of this Agreement.

16.6. Any error, omission or typographical error in any quotation, offer, sales information, invoice, or document supplied by CWV shall be subject to correction on notice from CWV and without liability.

16.7. CWV’s rights and powers under this Agreement are not affected if it fails to or chooses not to enforce any of them at any time. If any part of this Agreement is not enforceable it will not affect the remainder.

16.8. Applicable Law. The Agreement shall be governed by and construed in accordance with Hong  Law. This Agreement shall be governed by Hong Kong law and the Customer consents to the exclusive jurisdiction of the Hong Kong courts in all matters regarding it.

16.9. Competent Court. The Customer consents to the exclusive jurisdiction of the Hong Kong courts in all matters relating to Agreement.

16.10. Both parties agree that they have no joint venture, partnership, or agency relationship as a result of this Agreement. Neither party shall make any offer, guarantee, or warranty to any third party, in regard to the services, that purports to bind the other party.